Mind-Altering

Nine years ago he dazzled audiences with his $7,000 time-travel flick ‘Primer.’ Now, the director is back with his sophomore feature—an enigmatic film that nearly defies description.

Upstream Color, the beguilingly beautiful, splendidly opaque second film from former math wiz Shane Carruth, almost defies description. It counts mind-controlling maggots, harvester-thieves, and pig-to-man transference among its myriad wonders; it’s Christopher Nolan’s Inception on psilocybin.

An art dealer named Kris (played by the striking Amy Seimetz) is abducted from a bar by a hipster-botanist and force-fed maggots via oxygen mask. These maggots have been engineered, it seems, as a narcosynthetic—bending the victim’s mind and inducing a hypnotic state. The botanist then manipulates Kris, via post-hypnotic suggestion—including repeating passages of Thoreau’s Walden and ingesting one sip of water at a time—into forking over all her equity. She comes to several days later in a woozy state. The drugs have worn off but the tiny maggots remain, creeping and crawling under her skin. After attempting surgery with a kitchen knife, with grisly results, she finds herself being led to The Sampler (Andrew Sensenig)—a sound designer and pig farmer who hooks her up to a pig, transferring the mind-altering larva over to the sow. The pig and Kris live in symbiosis, sharing feelings and visions with one another.

Once maggot-free, Kris realizes she’s been taken for everything she has. To make matters worse, she is fired from her job because she’s apparently been off the grid for 48 hours. She happens to meet Jeff (Carruth), and an awkward, emotionally fraught courtship ensues. It appears that Jeff, like Kris, has suffered a similar lobotomizing, and the two lost souls attempt to navigate each other as well as the world around them, foraging for a sense of self.

“It started as a thought experiment and personal narrative about identity—where it comes from and how it works,” Carruth told The Daily Beast. “I was playing with the idea of stripping identity away and forcing someone to rebuild it after they’ve reached a point in their life where it’s been already cemented. The weird aspects of the story—the life cycle and the pig worm—it’s a way to shortcut into that premise of having a character who’s lost, and seemingly affected at a distance by things that she or they can’t speak to, and the mania and hysteria that they inspire.”

Since much of the film’s communication is nonverbal, including almost the entire final third, it morphs into a more sensory-laden experience, as the soundscape, composition, and cinematography all coalesce to bridge connections between characters and their environments, as well as viewers to the film. In certain scenes, Carruth employs a very narrow depth of field to convey tactility—fingertips touch, trail, and scrape against surfaces as characters struggle to understand their seemingly new surroundings, trapped in what he calls “a state of wonder.”

As for the pigs, well, Carruth views it as a study in contrast.

“I’m going to have a human here and have another organism somewhere else, and those two are going to be connected,” he says. “The physiology between pigs and humans is very similar and that’s why we have such a problem with diseases being transferred. In literature, pigs are often stand-ins for us—whether it’s Christ packing humans into a bunch of them, or Orwell in Animal Farm. Because we are elegant in the ways that we move and operate, and they are the opposite, there’s a real irony to the idea that the two could be stand-ins for each other.”

Carruth, 40, caused a stir in the indie filmmaking world when his debut feature, a time-travel saga called Primer shot for just $7,000, won the Grand Jury Prize at the 2004 Sundance Film Festival. In addition to writing, directing, producing, and starring in the film, Carruth also served as its editor, composer, production designer, and casting director. As a former software engineer with a degree in mathematics, he used his expertise in crafting the multilayered story, replete with complex technical jargon, and The Village Voice called it “the freshest thing the genre has seen since 2001” (which happens to be Carruth’s favorite film). He was immediately crowned the next big thing in Hollywood. David Fincher and Steven Soderbergh counted themselves as fans, with the latter calling him “the illegitimate offspring of David Lynch and James Cameron.”

He took meeting after meeting with giddy Hollywood executives and pitched them his followup—a sci-fi epic called A Topiary. The film centered on a group of nerdy kids who construct a huge, animal-like organism, and came with a rumored price tag of about $20 million. Since Carruth is a one-man band and autodidact, he learned how to create the special effects for the creature himself. But nobody bit. And the entire experience, he says, left a bad taste in his mouth.

“Trying to get A Topiary made was tough,” he says. “I’m really fortunate to know now that there aren’t any prospects for me [in Hollywood]. I will never make a film that’s funded by any conventional film financing, and knowing that is very freeing, because I can focus all my time and energy on this other way.” He pauses. “I’m happy to do work, I just don’t do well trying to navigate the politics of the industry.”

While he was sitting through the grueling pitch meetings for A Topiary, he was also crafting “a story based on disruption,” and reached a point where “I was so passionate about Upstream that I just had to make it.”

The film was shot over a period of close to 80 days in Dallas, where Carruth grew up. In addition to assuming all the same duties on Primer, only this time sharing editing duties with David Lowery, Carruth also decided to distribute the film himself. Upstream Color, he says, was funded by himself and “a couple of friends who aren’t in the finance world.” He used Sundance as a launch pad for the film and, following its rapturous reception, hired an experienced theater-booker, publicist, cut the trailers, developed the concept for the poster, and doled out marketing materials. Carruth says the film will open in a minimum of 50 North American markets, and hopefully expand further.

“We just handle all the mechanics that a distributor would handle, and we get to make the decisions about what the audience knows about the film before they walk in,” he says. “It’s such an amazing prospect and I can’t imagine any other way now. I can’t imagine doing 95 percent of the work in making the film and then leaving the last 5 percent to a third party to figure out what the film is about and how to convey that; that’s storytelling, and we should be doing that.”

For his next project, Carruth is once again striking out on his own. The film is called The Modern Ocean, and he’s been working on the script for three-to-four hours every morning for the last several months. He says he’ll need to raise more money this time because he can’t repeat the “stupid, stupid amount of work” it took to birth Upstream Color, adding that he needs “better tools since the film is bigger in scope.”

“It’s set at sea in shipping routes and commodities trading and centered on a group of people that are trying to perfect a naval route,” Carruth excitedly explains. “It winds up engaging pirates and privateers, we’ve got ships at war, and it basically ends up being a big, tragic romance. It’s a real carry-forward from the language of Upstream, and how it moves.”

He pauses. “My hope with Upstream is that it suggests the curiosity at heart when we have characters that are being affected but can’t speak to why, and are always in a state of wonder.”